Attached files
| file | filename |
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| S-1 - REGISTRATION STATEMENT - Celsius Holdings, Inc. | fs1nov09_celsius.htm |
| EX-23.1 - CONSENT OF SHERB & CO. - Celsius Holdings, Inc. | fs1nov09ex23i_celsius.htm |
| EX-10.31 - NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER - Celsius Holdings, Inc. | fs1nov09ex10xxxi_celsius.htm |
| EX-10.29 - AUDIT COMMITTEE CHARTER - Celsius Holdings, Inc. | fs1nov09ex10xxix_celsius.htm |
| EX-10.28 - AMENDMENT TO REGISTRATION RIGHTS AGREEMENT WITH CDS VENTURES OF SOUTH FLORIDA, LLC - Celsius Holdings, Inc. | fs1nov09ex10xxviii_celsius.htm |
Exhibit
10.30
CELSIUS
HOLDINGS, INC.
COMPENSATION
COMMITTEE CHARTER
NOVEMBER
6, 2009
Purpose
The
purpose of the Compensation Committee (the "Committee")
of the Board of Directors (the "Board")
of Celsius Holdings, Inc. (the "Corporation")
shall be to evaluate and approve and recommend officer and director compensation
arrangements, plans, policies and programs of the Corporation, and to administer
the Corporation's equity-based compensation plans for employees, whether adopted
prior to or after the date of adoption of this Charter.
Composition
of the Compensation Committee
The
Committee will be appointed by, and shall serve at the discretion of, the Board,
and will consist of not fewer than two members of the Board, with the exact
number being determined by the Board. Each of the members of the Committee will
be:
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an
"independent director" as defined under the applicable rules and
regulations of The NASDAQ Stock Market, as amended from time to time (the
"Rules"),
except as may otherwise be permitted by such
Rules;
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a
"non-employee director," as defined in Rule 16b-3 under Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"); and
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an
"outside director" under Regulation Section 1.162-27 promulgated under
Section 162(m) of the Internal Revenue Code of 1986, as
amended.
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Unless a
Chairperson of this Committed is elected by the Board, the members of this
Committee may designate a Chairperson.
Responsibilities
The
following shall be the principal recurring duties of the Committee in carrying
out its responsibilities. These duties are set forth as a guide with the
understanding that the Committee may supplement them as appropriate and may
establish policies and procedures from time to time that it deems necessary or
advisable in fulfilling its responsibilities under this Charter, the
Corporation's By-Laws and governing law.
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1.
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The
Committee will have the authority to determine and approve and recommend
the form and amount of compensation to be paid or awarded to the
Corporation's officers, including executive officers as defined under
Section 16 of the Exchange Act and the rules promulgated thereunder
("Executive
Officers"). Without limiting the foregoing, the Committee will
annually review and approve the corporate goals and objectives relevant to
the compensation of the Chief Executive Officer ("CEO")
and the Corporation's other Executive Officers. The Committee shall have
the authority to make decisions respecting (i) CEO and Executive Officer
employment and severance contracts and arrangements, (ii) salary paid to
the CEO and Executive Officers, (iii) the grant of all cash-based bonuses
and equity-based compensation to the CEO and Executive Officers, (iv) the
entering into or amendment or extension of any employment contract or
similar arrangement with the CEO and Executive Officers, (v) any
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CEO
and Executive Officers severance or change in control arrangement, and
(vi) any other CEO and Executive Officers compensation matters as from
time to time directed by the Board. The Committee shall take account of
the recommendations of the Corporation's CEO for other Executive Officers
with respect to each of the foregoing items. The Committee may delegate
authority to subcommittees of the Committee or to Executive Officers with
respect to compensation determinations for persons who are not Executive
Officers.
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2.
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The
Committee will have the authority to determine the form and amount of cash
and equity compensation to be paid or awarded to the Corporation's
non-employee directors, including compensation for service on the Board or
on committees of the Board.
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3.
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The
Committee will annually review and make recommendations to the Board with
respect to adoption and approval of, or amendments to, all cash-based and
equity-based incentive compensation plans and arrangements, and the
amounts and shares reserved thereunder after taking into consideration the
Corporation's strategies with respect to short and long-term cash and
equity-based compensation.
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4.
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The
Committee will: (i) approve grants of stock, stock options or stock
purchase rights to individuals eligible for such grants (including grants
in compliance with Rule 16b-3 promulgated under the Exchange Act to
Executive Officers); (ii) interpret the Corporation's equity-based
compensation plans and agreements thereunder; and (iii) determine
acceptable forms of consideration for stock acquired pursuant to the
Corporation's equity-based incentive compensation plans. The Committee may
delegate to the Corporation's Chief Executive Officer the authority to
approve options to employees of the Corporation or of any subsidiary of
the Corporation who are not directors of the Corporation or Executive
Officers, provided that such options are to purchase fewer than 100,001
shares in any one year period, and provided further, that the price per
share is no less than the fair market value of the Corporation's common
stock on the date of grant.
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5.
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The
Committee will periodically review the Corporation's procedures with
respect to employee loans, and will not approve any arrangement in which
the Corporation, directly or indirectly, extends or maintains credit,
arranges for the extension of credit or renews an extension of credit, in
the form of a personal loan to or for any director of the Corporation or
any Executive Officer (or equivalent thereof) of the Corporation. The
Committee will assist the Board and management of the Corporation in
complying with this prohibition.
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6.
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The
Committee will meet with the Corporation's Chief Executive Officer within
90 days after the commencement of each fiscal year to discuss the
incentive compensation programs to be in effect for the Corporation's
Executive Officers for such fiscal year and the corporate goals and
objectives relevant to those
programs.
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7.
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The
Committee will prepare an annual report on executive compensation to the
Corporation's stockholders for inclusion in the proxy statement for the
Corporation's annual meeting in accordance with the rules and regulations
of the Securities and Exchange
Commission.
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8.
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The
Committee will review this Charter periodically and recommend to the Board
any changes it determines are
appropriate.
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9.
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The
Committee will have the authority and right, at the expense of the
Corporation, to retain and terminate compensation consultants, legal
counsel and other advisors of its choosing to assist the Committee in
connection with its functions. The Committee shall have the sole
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authority
to approve the fees and other retention terms of such consultants and
advisors. The Corporation shall provide for appropriate funding, as
determined by the Committee, for payment of compensation to any such
advisors employed by the Committee pursuant to this Charter or the
commission of any necessary studies or surveys concerning the levels of
executive compensation payable in the industry in which the Corporation is
engaged and in other related industries and to obtain recommendations from
outside consultants concerning compatible pay programs, as
appropriate.
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10.
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The
Committee will perform any other activities required by applicable law,
rules or regulations, including the rules of the Securities and Exchange
Commission and any exchange or market on which the Corporation's capital
stock is traded, and perform other activities that are consistent with
this Charter, the Corporation's Certificate of Incorporation and Bylaws,
and applicable laws, rules or regulations as the Committee, any other
committee of the Board or the Board deems necessary or
appropriate.
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Proxy
Statement Disclosures
The
Committee will be responsible for annually providing a report in the
Corporation's proxy statement in accordance with the requirements of Schedule
14A of the proxy rules.
Meetings,
Minutes and Reports to the Board
The
Committee will meet in response to the needs of the Board or as otherwise
determined by the Chairperson of the Committee.
The
Committee will maintain written minutes of its meetings. The Committee will make
regular reports to the Board.